SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
3-Dimensional Pharmaceuticals, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
-----------------------------------------
(Title of Class of Securities)
88554W104
-----------------------------------------
(CUSIP Number)
August 4, 2000
-----------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 88554W104
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Management Company, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
2,723,279 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
6 SHARED VOTING POWER
0 Shares
7 SOLE DISPOSITIVE POWER
2,723,279 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
8 SHARED DISPOSITIVE POWER
0 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,723,279 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
<PAGE>
CUSIP No. 88554W104
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Management Trust II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
2,639,946 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
2,639,946 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,639,946 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
<PAGE>
CUSIP No. 88554W104
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Management Trust IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
83,333 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
83,333 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,333 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
<PAGE>
CUSIP No. 88554W104
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Joshua Ruch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
597 Shares
6 SHARED VOTING POWER
2,723,279 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
7 SOLE DISPOSITIVE POWER
597 Shares
8 SHARED DISPOSITIVE POWER
2,723,279 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,723,876 Shares (includes warrants to purchase preferred stock
convertible into 476,829 Shares)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
<PAGE>
This Statement on Schedule 13G relates to shares of Common Stock (the
"Shares") of 3-Dimensional Pharmaceuticals, Inc. (the "Company") held for the
accounts of Rho Management Trust II and Rho Management Trust IV, of which Rho
Management Company, Inc. and Joshua Ruch may be deemed beneficial owners as
set forth herein.
Item 1(a) Name of issuer: 3-Dimensional Pharmaceuticals, Inc., a
Delaware (the "Company").
Item 1(b) Address of issuer's principal executive offices: Eagleview
Corporate Center, 665 Stockton Drive, Suite 104, Exton, Pennsylvania 19341.
Item 2. Identity of Persons Filing.
(a) This Statement is being filed by Rho Management Company Inc.
("Rho"), a New York corporation, Rho Management Trust II, a New York grantor
trust, Rho Management Trust IV, a New York grantor trust (collectively, with
Rho Management Trust II, the "Trusts"), and Joshua Ruch. Rho is investment
advisor to the Trusts, which are the registered owners of the Shares reported
by Trusts. Joshua Ruch is the controlling stockholder of Rho.
(b)-(c) Rho is a New York corporation, with its address at 152 West
57th Street, 23rd Floor, New York, New York 10019. Each Trust is a New York
grantor trust, with its address at 152 West 57th Street, 23rd Floor, New York,
New York 10019. The trustee of the Trusts is William F. Indoe, Esq., whose
address is Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
Mr. Ruch is a citizen of the Republic of South Africa, with his address c/o
Rho, 152 West 57th Street, 23rd Floor, New York, New York 10019.
2(d) Title of class of securities: Common Stock
2(e) CUSIP No.: 88554W104
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
[x]
Item 4. Ownership
See cover page for each reporting person.
As controlling stockholder of Rho, Mr. Ruch may also be deemed the
beneficial owner of the Shares reported hereby. Other than Shares in which he
has a pecuniary interest, Mr. Ruch disclaims beneficial ownership of the
Shares reported by this Statement.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 2000.
RHO MANAGEMENT COMPANY, INC.
By: /s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
Title: President
RHO MANAGEMENT TRUST II
By: RHO MANAGEMENT COMPANY, INC.
As Investment Advisor
By: /s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
Title: President
RHO MANAGEMENT TRUST IV
By: RHO MANAGEMENT COMPANY, INC.
As Investment Advisor
By: /s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
Title: President
JOSHUA RUCH
/s/ Joshua Ruch
--------------------------
Name: Joshua Ruch
